Lie of Omission
by lightning bird
Summary: "You've been pushing me and Gwen away for years. You said we don't need you. You didn't give us much chance to argue your decision. Is it that or . . . you just don't need us?"
1. Lie of Convenience

**Lie of Omission**

by lightning bird

_A/N After posting _Absent_, several people asked me to write another companion piece for _Taken_ showing Ben's reaction to his grandfather's betrayal of Utonium and Dexter. This is the result, and it references events in both of those stories. The characters belong to Cartoon Network and their respective creators; Chip Morton was lovingly shanghaied from Irwin Allen's _Voyage to the Bottom of the Sea.

**OoOoOoOoOoOoO**

**Part One: Lie of Convenience**

"Um . . . he'll probably come off as really stiff and formal, but he's like that a lot when he first meets people. He'll probably call you Miss Yamamoto until you tell him to stop, too."

Julie smiled, as much as at Ben's nervousness as at the picture he was painting of his best friend. She twined her arm a little tighter through his, snuggling a bit closer on the chill autumn afternoon.

"And he won't shake hands. Don't even bother trying."

"All right," she promised mildly as he angled the umbrella he carried better to shield her from the gentle rain.

"And don't ask about his accent. He doesn't know he has one."

A small giggle escaped her. "Ben, you're taking all the fun out of meeting him."

He smiled, realizing he was on edge. "I just want to make it as pain-free as possible. Dexter is . . ."

"Your friend," she concluded for him, giving his arm a squeeze. "That tells me a lot right there. So what if he's got some quirks? Who doesn't?"

"Yeah, well, he's got enough quirks for eight people. Eight really weird people."

"Well, that just makes him interesting."

He glanced over at her, realizing even she was taller than Dexter. "Interesting. Yeah. Good way to put it. Um, also, he can't talk very loudly yet and Mandy told me that sometimes he just can't hear, especially if it's a wide open area."

They waited for the light to turn. It was Sunday so traffic was light and the rain kept many people indoors. Julie let Ben help her cross the street, indulging his gentlemanly impulse and enjoying his undivided attention.

"How has he been?" she asked carefully. It was a delicate subject. Ben had told her a great deal of what he had seen and his fight with Dexter's Fusion. It had rattled him through and through, and so she reasoned that Dexter must have been destroyed or nearly so. "Since you got him back from Pittsburgh, I mean."

Ben considered before answering. "Getting better. He's . . . quieter. I mean, the determination is still there but he's less apt to blow his top."

"Maybe that's because he can't yell like he used to."

He chuckled at the notion, finding it a very likely explanation. "Maybe. I haven't seen him for a month or so, but Blossom sent me an email saying he's in good shape, all things considered. She said this is the first time he's gone outside DexLabs since we got him home."

"Good. Did you tell him you were bringing me?"

"Yeah. I think he's excited about meeting you."

"The feeling is mutual."

"Yeah, but you don't work yourself into a frenzy like he does."

"Or like you are, Ben," Julie said, giving him a little nudge with her elbow.

He rolled with the playful push. "I just want you two to get along."

"If he's as good a friend as you say, he'll want the same thing."

"His social skills are lacking, especially outside his immediate circle."

"Taught him everything you know, huh?" she teased gently.

"Funn-nny," he responded sarcastically, though his smile gave the lie to his tone. "Almost there. You remembered the invitation, right?"

Her eyes grew wide. "I was supposed to bring it?"

"Ju- oh!"

He realized he was being teased again, and all things considered, it was what he needed to lessen his unease. They were attending the gala opening of Downtown High School's annual science fair and art show. It had been hyped up to a sizable event and students had been working on their entries all summer. At the eleventh hour Dexter had been asked to help judge the science fair, and Ben knew he probably agreed just to give his security staff a challenge. Ben was attending mostly to see Dexter, but Julie had voiced interest in the event and Dexter had sent her an invitation. Ben later learned that the sister of one of Julie's tennis teammates had entered the art show and that was why she wanted to come. Well, that and she latched onto any reason to spend time with him since he was so busy fighting the invasion and she was intensely curious to meet Ben's reclusive friend.

He had to admit – albeit only to himself – that he was anxious. He couldn't help but feel a bit of guilt and responsibility since the Ur-Dexter had mistakenly believed that Dexter had done an analysis of the Omnitrix. He and Dex had only been trying to flush out a spy at DexLabs. They had gotten a heck of a lot more than they bargained for in return.

The last time he had seen Dexter, his friend had been upright but just barely so. Being tortured in a pressure chamber by his Fusion doppleganger had done quite a number on him. More deaf than not from burst eardrums, able to speak only in whispers because he'd damaged his throat from screaming, his equilibrium shot, the kid had been a mess and the only reason Ben had left him was because the Royal Canadian KND were getting pasted and needed immediate backup. Since then Ben had been on the go almost constantly, but the odd email here and there from Mandy or the Professor or Dexter himself told him that the Boy Genius was recovering slowly. In truth Ben had expected him to get better a lot faster than this, forcing him to realize the full extent of Dexter's injuries. You didn't just bounce back from torture. Dexter was living proof of that, but at least he _was_ alive to prove it.

The gala was being held at the high school which, like most of Downtown, was new, modern and designed with the natural landscape in mind. Other people were climbing the steps to the entrance, parents and children mostly, though Ben recognized a few guards from DexLabs Security trying to blend in with the crowd. They hurried inside as the rain picked up and showed their invitation and IDs to an extremely irritated and cranky-looking teacher who checked their names off a list. They didn't dare look at one another until they were inside, and when they did, both of them burst out laughing.

"Betcha she tangled with Dexter," snickered Ben.

"I take it he won."

Ben grinned. "I can't imagine him losing."

They drank punch as they ranged though the exhibits set up in the gymnasium. Ben kept an eye out for his friend and let himself be amused by what he was (and in all honesty, _wasn't_) missing since he hadn't attended school for ages. Not that he could have (or wanted to) accomplish most of the science projects on display. After hanging out with Dexter in his laboratory and getting used to what _he_ called science, anything less seemed downright childish. He tried to imagine what his friend had done for his school science fairs. A working lunar landing unit didn't seem beyond the skills of the third- or fourth-grade Dexter.

From the corner of his eye he caught a flash of familiar purple latex, and Ben shifted back and forth a bit to see through the crowd and he spotted Dexter talking to some puffed-up-looking town fathers in dark suits – men who were forced to lean over and be silent in order to hear him. The flash he had seen was Dexter clasping his gloved hands behind his back, his standard maneuver at a gathering to avoid shaking hands with anyone. Ben found himself grinning, glad to see Dexter was his usual guarded, standoffish self and equally glad to see some DexLabs Security officers keeping very close by.

"Julie," he said to her, leaning close. "He's over here."

She smiled, straining to get a look, but she wasn't tall enough to see over the crowd.

"Come on," he said, taking her hand. "I know all his security guards. They'll let us through."

"He has bodyguards?" she whispered, her dark eyes wide.

"By presidential order," he murmured back.

She shook her head in renewed amazement. "How did you ever get close enough to meet him?"

"I busted into his laboratory."

"His _what?"_

He smacked his free hand to his head. "Lab. Sorry. He's got me saying it now, too."

She giggled as they wove through the crowd. Ben was relieved when one of the guards said something and Dexter turned and spotted them. He didn't smile – he rarely did in so public a setting, with so many strangers around – but by his shift in stance and the expression in his eyes Ben could tell his friend was very pleased to see him. Wrapping up his conversation with the suits, he nodded and said his farewells before facing them.

"Ben," he said. His voice was soft and hoarse, but even without a smile he managed to convey his delight.

"Dex." Ben grinned enough for them both. "How are you doing?"

"Well enough," was the deliberately vague reply. Ben knew the setting was far too public for this captain of industry to say more, so he got on with the introductions. He placed his hand on Julie's shoulder and guided her a little closer.

"Dexter, Julie Yamamoto. Julie, meet the owner of DexCorp International."

Just as predicted, Dexter did not offer a hand in greeting. He looked at her with great interest and bowed slightly in greeting. "How do you do, Miss Yamamoto?"

Julie smiled, liking what she saw thus far even though Ben had told her time and again that Dexter was quite the firebrand when roused. She could see why the accent amused Ben so completely. "I'm doing very well, thank you," she said. "I'm so glad to meet you. And please, call me Julie."

"How's the judging going?"

Dexter rolled his eyes at the question. He was rarely impressed by anything outside of his own creations. "It was mercifully simple and I was done half an hour ago. The juniors ruled the field." He blinked and tried not to glare as someone took their picture.

"I thought you didn't like to be photographed," muttered Ben.

"I don't." Dexter smirked faintly, smug as the cat that ate the canary. "I'm wearing a disruptor field," he whispered back, lifting one hand to display the oversized watch on his wrist. "I made it back in fourth grade and refined it slightly this week. The only thing that will come out in their photos is a blur."

"You little skunk," he teased in undisguised admiration. "I want one. Are you staying for the awards ceremony?"

"Hardly. Sgt. Morton is already getting nervous."

That last was directed at a tall blond man in a dark suit standing just a few feet away. He looked over at Dexter with a knowing smirk.

"That's what you pay me for, sir."

Dexter smirked back and said, "I'm meeting Dad and the girls for dinner at the Kiriban Steak House at six. Bubbles picked it out and we have a private room reserved. Would you like to join us? Dad was asking after you the other day and I'm sure my sisters would love to meet Julie."

Ben looked to his girlfriend. She seemed surprised at the invitation, especially to a restaurant as notoriously expensive and exclusive as the Kiriban, but Ben knew Dexter wouldn't have asked if he was not in earnest. Julie looked between the two young men and squeaked, "Really? That would be wonderful, Dexter. Unless you had something else in mind, Ben," she added, rather hoping he didn't.

"Nothing that exciting," he admitted genuinely happy with the suggestion. "Thanks, Dex. I – Grandpa? Grandpa Max!"

In the group of people beyond Dexter, he spotted a red Hawaiian print shirt that was as familiar to Ben as his grandfather's face. There couldn't be two shirts like this in Downtown. He blinked in happy surprise. Grandpa Max was the last person he expected to see here, especially since Ben had not seen or spoken to him for months since he had been kept so busy with Plumber business.

Max Tennyson looked up, as surprised as his grandson. A science fair was not exactly the sort of function he expected Ben to be attending, but there he was standing with Julie and waving over the crowd. He waved back and excused himself from the people he was with, heading toward Ben.

"I can't believe he's here," Ben gushed, delighted. "I haven't seen him in – Dex?"

Ben Tennyson stopped and stared at his friend in astonishment, his smile fading. What little color had shown in Dexter's face was gone and his expression had altered so radically it was downright scary. A hard, reserved look replaced the friendliness, and it was as if Dexter had iced over completely. Ben had never been on the receiving end of such a severe look and he didn't like it in the least. Dexter stared at him so fiercely that Ben suddenly knew exactly where the Ur-Dexter got his menacing disposition. What the heck?

Julie edged a bit closer, disturbed by this abrupt change. Ben glanced at her and then returned his attention to the younger teen.

"Dex? What is it? What's wrong?" He leaned close, confused and concerned, and softly asked, "Are you okay?"

The redhead stared harder still before he seemed to realize something. For a fleeting span the winter thawed and Ben caught a glimpse of his friend in a flash of grief that passed swiftly over Dexter's features. A moment later the bristling glare was back and found new focus as Max Tennyson joined their little circle. At first the Plumber had eyes only for his grandson, and he greeted him with boisterous enthusiasm that Ben could no longer match.

"Ben! It's been too long! This is the last place I ever thought I'd find-"

He broke off, spotting Dexter standing there so rigid and defensive with Morton barely a step behind him, and his good cheer evaporated instantly. Perplexed, Ben glanced between them, unable to understand what was happening.

"Mr. Tennyson."

Dexter's voice, low and hoarse, sounded so close to that of his Fusion double that Ben felt the twinge of a shiver up his spine. He faced his grandfather. What had happened to calling Max, _Max?_ Ben was the only one that Dexter called Mr. Tennyson. To his surprise, Grandpa Max wasn't offended or even shocked by Dexter's attitude. If anything, he just seemed . . . sad.

"Dexter," Max said quietly. "I'm glad to see you're up and about."

"Are you?" Dexter shot back ruthlessly. "Really?"

"Whoa, whoa!" called Ben, stepping between them with his hands raised for calm. "Time out, guys. What's going on here?"

Dexter addressed Ben even as he stared at Max. "He hasn't told you, has he, Ben? How very convenient for _you_, Mr. Tennyson."

"What? Dex! Grandpa! Will someone explain to me what the heck is going on?"

"I don't believe it's my place," Dexter snapped, the challenge to Max obvious.

A soft sigh escaped the Plumber. "Dexter, I understand your anger-"

"No!" Dexter interjected harshly. He actually took a step forward, an unaccountably aggressive move for the boy genius who normally had to be threatened to go on the attack this way. "You have no concept of what I feel, Magister. Don't ever try to convince yourself otherwise."

If secret Plumber titles were being bandied about in public then things were worse than he thought. "Someone want to enlighten me about all this?" demanded Ben, lost in the middle. "What are you guys talk-"

"Ben! Ben Tennyson! Oh my gosh, I can't believe you're here! Hey, Ben!"

"What?"

A small form tried to barrel into their space, heading right for Ben. Morton swiftly interposed himself between his employer and this newcomer, forcibly stopping the boy cold before he could get another foot closer to Dexter. Jimmy Jones gasped as he plowed into the security sergeant and found himself on his rump with a tall man glaring down at him and more people moving in to surround - him? No, someone else. He gaped at the sudden wall of irate people, his eyes pleading for Ben to do something.

Ben groaned. "Wait! Wait, Sergeant. I know him. He's harmless. Please, just . . . let me. I can deal with this."

It was a measure of Morton's trust in Ben that he nodded and backed off. Jimmy scrambled up and rushed to his hero, looking more than a little alarmed and intimidated.

"Ben, I -"

"Jimmy, this is not a good time. Not by a long shot," he added to himself in a whisper. He looked at Julie, and she gave him a little nod that was all sympathy and understanding for the situation in which he suddenly found himself. His grandfather still wore a sad, rather defeated look. And Dexter . . .

Dexter was gone. So were all the DexLabs Security guards, including Morton. Ben scanned the crowd for any sign of them, but they must have exited by a back door. He slumped, disappointed and none the wiser about what was wrong between family and friend.

"I'm sorry," Jimmy said, sounding it as he realized he had interrupted something important.

He sighed, resting his hands on the boy's shoulders. "No. It . . . it's not your fault, Jimmy."

"My mom made me come because my cousin did some art," muttered the boy guiltily. He looked up at Ben. "I was just really surprised to see you here."

"You're not the only one," Ben said, staring at Max. "I gotta go, Jimmy. I'll see ya."

Without waiting for the boy to say goodbye, Ben fixed his grandfather with a stern look. His green eyes reflected his determination to get to the bottom of Dexter's conduct and to find out what it was he hadn't been told.

"Grandpa?"

Max sighed. "We've got to talk, Ben."

That was an understatement.


	2. Lie of the Conscience

**Part Two: Lie of the Conscience**

Julie told him she'd meet him in an hour at the front entrance of the high school. Standing on her toes, she kissed his cheek and gently squeezed his hand before she stepped away and gave him time to sort out this suddenly difficult day. He watched her go, grateful that she was so understanding even though they had planned to spend the entire day together.

His grandfather was waiting for him just outside. Max Tennyson looked supremely unhappy, though his emotion was directed at himself and not Ben. It was raining harder now, and they stood in the relative shelter of a covered walkway between the school and its library, ignoring the drops that reached their trousers and the leaves that blew around their feet.

"I didn't expect to see you here," Max began.

"Yeah." In his mind he could hear a scathing, almost-Russian accent ask, _If you had known, would you have come?_

Great. Now he was channeling the Red Menace. Still, it was a legitimate question even though he told the voice in his head to shut up.

"Looks like you expected to see Dexter even less," he said aloud.

Max didn't reply. He just studied the brightly colored leaves of the nearby trees.

"Care to tell me what the heck is going on here, Grandpa?" Ben asked.

It was evident that Max didn't want to, but he owed it to his grandson to answer.

"Remember when Professor Utonium asked you to keep an eye on Dexter for him this past July?"

"Yeah. He said he was called away for some . . . I dunno, emergency medical research deal or something."

"He was. I was the one that contacted him. The emergency was on Darama."

Ben blinked. "Darama!" he exclaimed. "The HighBreed home world?"

"Yes. Pretty soon after the Omnitrix resequenced their DNA, a virus broke out and started killing them."

Ben paled. "Did I do that?"

"No," was the quick reply. "No, Ben. It was part of their DNA. According to their medical records there had been outbreaks of something similar in the past. It's a result of their inbreeding and degraded DNA, not anything you did. As a matter of fact, you probably saved a lot of them from the virus."

"But not all."

"No. This time the virus hit a lot harder and faster than anything they'd seen before. Their medical science isn't as advanced as ours, so I asked Professor Utonium for help."

"Is Reiny – I mean Reinrassig okay? What about his kids?"

"Reinrassig and his family are fine, Ben. You don't have to worry about them."

He frowned at the easy dismissal of his concerns. "But what about all the others? Did the Professor help them? Why didn't you tell me?" Ben moved closer with each question until he was face-to-face with Max. Quietly, frightened to know the truth, he asked, "How many of them died, Grandpa?"

Max rubbed his aching forehead. "Just under forty-two thousand died across the universe before they got the virus under control."

Ben stared, horrified. "But . . . But there're only a few million of them left! That's -"

_Don't do the math, Benjamin,_ Dexter's voice echoed in his head. _You won't like the answer._

"Why didn't you tell me?" he asked softly. The HighBreed were not the most likeable race in the universe, but Ben valued them highly. With Reinrassig leading them, they had left behind their plans for destruction and control and were making overtures of peace to the races they had subjugated. It was a long and difficult process, but a worthwhile one.

"You're helping to lead a war, Ben," Max replied in hushed tones. "We don't need you distracted. At least, that's what I told myself."

"Yeah, we're at war, Grandpa, but Reinrassig is still my friend. He saved my life. He saved _your _life! He saved the earth! How could you not tell me?" His voice rose as his anger grew. "Don't you trust me enough to do the job I signed on for?"

"Of course I do, Ben!"

Shaking his head, Ben demanded, "Then why am I finding out about this situation _now? _Here?" He looked away, struggling with the pain welling in his chest as he realized more and more of what this meant. "You don't trust me. It's not so hard to place an interstellar call. You could have let me know but didn't. What, do you think I would have left earth? There's nothing I can do about a virus. I know that. But I could have given Reiny some moral support."

"It was wrong of me. I'm sorry."

By his tone Ben knew Max's regret was genuine, but then he did not specify which of Ben's points he regretted. He did not want to carry a grudge, especially against his own grandfather, and so Ben sought safer a point to discuss. "So what, you sent him the Professor?"

Max nodded, glad that some of Ben's anger had dissipated. "Yes."

"Was he able to help?"

"Yes."

They were silent for an extended span as Ben weighed this information. "So while Dexter was lying in the hospital . . ."

"His father was working on Darama."

"Did Dexter know where he was?"

"Only that he was off world and assisting the HighBreed. We asked him and the girls not to say anything."

For better or worse, they had kept Max's secret for him. Ben's mind flashed back to the tiny sickbay on the _Princess_ and the medics as they fought to stabilize his best friend. Further back, and he remembered the eerie glow of the worst Infection he'd ever seen and the sickening taste of blood as he performed rescue breathing on Dexter, forcing the younger teen to stay alive. Further back, and he saw the ruthless smile of Dexter's Fusion twin as he dared Ben10 to try and save earth's best hope of victory.

He didn't want to know. He didn't want to know. He didn't want-

"Did you tell the Professor what happened? To Dexter, I mean."

Max's silence was answer enough. Ben stared at him sadly.

"Can't he be trusted either?"

"It's not a question of trust, Ben."

"Then what is it?"

"It's doing what's best."

"Is it? Who for, Grandpa?" the teen asked, his brown hair whipping in the wind. He remembered lifting Dexter from the floor of the pressure chamber, terrified that Earth's foremost champion might be lost and his best friend might die in his arms. Too small, too light, so badly injured after days of torture. Dexter had barely survived.

"As soon as Professor Utonium found out, he left Darama. If he had left a week earlier there would be no cure."

Ben looked away. "Did he say that?"

"No," Max was forced to admit.

"Remember when we were chasing after the Sword of Ekchuah and you told me we have to keep our eyes on the prize and remember what's important?"

He had been all of ten years old, on a summer-long road trip across America with his grandfather and cousin. At the time he'd thought it had been the experience of a lifetime. How was he to know that summer he'd acquired the Omnitrix was just the start of his adventures? They had been pursuing the Forever Knights down into Mexico, feverishly trying to beat Enoch to the ultimate weapon, when Ben had first seen exactly how easily Max could develop tunnel vision when there was a goal to be achieved.

"Yes." He knew what was coming, and quickly added, "And I haven't forgotten what you said."

_We do remember. Do you?_

His question had jolted his grandfather back to reality, making him see the danger he had brought upon Ben and Gwen with his single-minded pursuit.

"I know you remember," Ben replied patiently. "I was going to ask if you still knew what I meant by that."

"Ben . . ."

"If it had been me hurt last month, would you have returned?"

Max raised his eyes, shocked at so blunt a question, but he could not lie any more than he could bear to hurt his grandson. In the end he said nothing. Wounded green eyes gazed back at him and Ben Tennyson turned away.

"Guess I got my answer." He watched the leaves swirl about. "You've been pushing me and Gwen away for years. You said we don't need you. You didn't give us much chance to argue your decision. Is it that or . . . you just don't need us?"

"That's not it at all, Ben."

"That's what it felt like . . . feels like," he added softly. He raised his arm to display the Omnitrix. "Like it or not, having this makes me part of your world but it's never seemed as if the Plumbers really want me unless they need me. Is it because I got it instead of you? Magister Gilhil gave Gwen and Kevin Plumber's badges and I was told not to push it. You left me and Gwen to go off and train a bunch of Plumber's kids after the HighBreed invasion was stopped – after I stopped it! How much training did _we_ ever get? Why do you push the people that are closest to you the furthest away?"

Max dropped his gaze. "It . . . it's an old habit. So old I don't see it. I try to do what's right in the long run but I don't always consider the impact of my decisions on the people involved."

"So is that why my best friend stormed out of here?"

"Yes. I wouldn't let Gilhil tell Utonium what the Fusion had done to Dexter."

"Just like you didn't tell me."

He nodded.

Slowly Ben summed up years of hurt and frustration as he asked, "Why is the long run more important than the people involved? How come the people that sacrifice the most matter the least to you? Do you even see _me?_" He thrust his left arm forward to expose the Omnitrix. "Or do you just see this and what it can do for you?"

"Ben, no! I love you!"

"I know you do. I'm your grandson. But I'm a lot more than that now, and there's more to this than love. You said it yourself – I'm helping to lead a war. So is the Professor. So is Dexter. They trust me to do the job I've been given and so do the people under me. Why don't you?"

He glanced down as his phone rang and a small frown creased his brow when he recognized the caller's number. With a little sigh he answered it.

"Hello?"

"_Ben,"_ Professor Utonium said. _"I'm sorry if I'm interrupting anything. Are you all right?"_

The concern in the Professor's voice was genuine. Dexter must have gotten home in a rare state. The call did not surprise him, however. The Professor had a very broad interpretation of what constituted his family and his affections ran very deep. For all he had done for Dexter, Utonium simply considered Ben Tennyson one of his own. Ben understood Dexter's attachment to this man – Patrick Utonium was wise and kind and just by hearing his voice Ben felt some of the tension ease out of him.

"Yeah, I'm . . ." He sighed. "I'm okay. I guess. How's Dex?"

"_Hiding in his room. He's pretty distressed and from what he said happened, I figured you were probably in the same boat."_

He glanced at Max. "Yeah, I've got a lot to think about."

"_I'm sorry this interrupted our plans for tonight. I was hoping for the chance to talk to you privately about this."_

Somehow he did not sound furious or upset over Max's conduct – most likely because Dexter was emotional enough for the both of them and the last thing Ben needed was any more anger fueling him right now. Ben wished Utonium had been the one to tell him all this. How much better and easier it would have been on them. The Professor would have been able to make sense of it all . . .

"I . . . yeah, I think I need to talk, Professor. I don't want Dexter to think . . . I dunno. I don't want him to be upset with me."

_"Don't worry, Ben__,"_ assured Utonium. _"He isn't. You're welcome here whenever you want or need, Ben. You know that."_

He knew it, but it was a relief to have the fact reinforced. "Can I come tonight?"

"_Of course. We'll be here in the suite. We'll see you later."_

He put the phone back in his pocket and found himself gazing into his grandfather's eyes. The wind picked up and spattered them with rain.

"Will you tell him from me that I'm sorry?" Max asked.

"Have you told him yourself?"

"The General advised me to keep my distance. He thought it was best that way and so do I. I've sent two letters to Pat. I'm not sure if either reached him."

Ben nodded, satisfied. "I'll tell him."

"Thank you."

Ben waited, but it seemed there was nothing else forthcoming.

"What about Dexter?"

"I doubt he'll ever forgive me."

He had to agree. Dexter had an immense capacity for wrath. Ben waited, the unspoken question hanging in the air between them.

_What about me?_

"And I hope . . . some day . . . you'll forgive me as well."

At this subdued request Ben felt his anger ebb away. For all he wanted to rail at Max's conduct, this was still his grandfather and one of the people dearest to him. It was his intentions and priorities, not his character that earned Ben's ire.

"Some day. For now I just . . . want to understand."

He glanced at the steps of the school. Umbrella in hand, Julie stood waiting patiently at the entrance. How many times had he mistakenly trodden on her feelings with things said and unsaid? He was so fortunate to have her in his life, and he swore then and there never to take her for granted again. Even as he thought it, it occurred to Ben Tennyson that perhaps Max's greatest flaw was that he took people and their attachments for granted. As if affections, once given, could not be altered or crushed. He stared at Julie, so pretty in her navy blue dress, so intelligent and daring. She caught him gazing at her and raised her hand in a small wave as if to tell him not to hurry, but he knew that understanding what motivated Max could take years.

"I have to go, Grandpa," he announced.

"All right if I call you this week?"

Suddenly as tired as if he'd just taken on a pack of Junkasauruses, Ben managed a small smile. "You don't ever have to ask."

They parted ways with quiet nods and heavy hearts. Ben ignored the rain as he climbed the steps to face the young woman waiting for him. He gazed at her for a moment, then abruptly asked,

"Julie . . . can I just tell you how sorry I am for ever being a jerk?"

She blinked in surprise at this unexpected confession, but it was spontaneous moments like this that made her adore him so. Reaching up, she rested her hand on his cold cheek, trying to offer comfort as he rambled.

"I mean, I've done some really stupid stuff like messing up that championship match for you and that whole episode with Jen-I mean Captain Nemesis," he hastily corrected. Julie had forbidden him from mentioning Jennifer Nocturne's name ever again, and to date he had not slipped up once. Well, at least not within shouting distance of Julie. "And just not listening enough or being there and I don't ever want to take you for granted. You're too important to me."

She stood on her toes to get closer to him, leaning against his chest despite the fact that he was wet and looking rather pathetic and beaten. "You don't have to apologize, Ben. We all mess up now and then. You're just brave enough to care and to admit it. You don't take me for granted, either. You're fighting in a war to help keep me safe."

Gratefully he leaned down, resting his head on her shoulder as he wrapped his arms around her. His voice was muffled as he asked, "How do you always know the right thing to say?"

"Because I know you," she whispered back, "and I love you."

He held her fiercely, tightly, and drew strength from her hold and presence. He never wanted to let go.

And gradually he realized he never had to.


	3. Noble Lie

**Part Three: Noble Lie**

A/N: Since this is set in my version of the Fusion Fall universe, Ben has the Omnitrix, not the Ultimatrix. I think the Ultimatrix is too big and clunky and I've yet to see an ultimate form of alien that rocks my socks. I'll stick with the Alien Force lineup.

**OoOoOoOoOoOoO**

"Really, Ben, I don't mind."

"But his sisters are really . . . intense."

"Are they going to zap me with laser vision?"

"No," he said a little helplessly, knowing he was close to whining a bit. "They're not allowed to use it in the house."

Julie laughed. "Then I should be safe."

He looked over at her for a moment as he drove. "I'm sorry to do this to you."

"I know you wouldn't enjoy anything we did if you didn't settle this first. It's too important to you."

"You're right."

She nodded, seeming to feel the matter of apologies and spoiled plans was ended. A little sound of awe escaped her as the car approached DexLabs headquarters. She had never been here before, and with her enthusiasm Ben found himself admiring the place anew. Even on this dreary, rainy day the sleek glass and steel building was impressive. It was deceptive in its appearance, Ben knew, because a lot of it was underground. Dexter owned a huge tract of land that reached all the way to a county park on the outskirts of Downtown, so there were additional facilities – including housing, hangars, a runway, manufacturing plants and a foundry – well out of sight behind the main building.

"Dexter owns all this?" she asked softly, her dark eyes wide.

"All this and a lot more," Ben said, making no attempt to conceal his admiration for his friend's achievements. "He's been inventing stuff all his life. As soon as he got a chunk of money he started patenting and producing the things he invented. He's sold a few of the patents, but he keeps a really tight lid on his null-void technology and all the weapons systems and aeroships he makes."

"Are weapons his specialty?" she wondered as they pulled up to the gates. An armed security guard waved them to stop.

"By default. He's a laser and robotics whiz-kid, and that just lends itself to blowing things up. Professor Utonium is an expert in genetics. He _made _his daughters. They're the military's dream team when it comes to fighting Planet Fusion." As he spoke Ben opened the window and smiled at the guard. "Willet, how goes it? I'm here to visit the Utoniums. This is my girlfriend, Julie Yamamoto."

The guard peered in at Julie. "How do you do, miss? May I see your ID? Will you be visiting as well?"

Julie glanced at Ben to answer as she handed over her driver's license, and quickly he said, "Yeah, she'll be with me."

An ID check, a signed log book, a few phone calls, and one visitor's badge later they were on their way. Julie was bemused by it all.

"Tight security," she commented as she saw more guards on patrol, adults as well as KND operatives.

"Dexter's our best bet for winning this war. Mostly we're just holding the Fusion monsters back until he and Utonium can figure out how to beat them once and for all."

"You've got a lot of confidence in him."

"You will too, once you get to know him."

He parked in the underground garage. It was a longer walk to the front entrance from here, but he didn't want Julie to get wet. She looked around with great interest, amazed that anyone, especially anyone so young, could have achieved all this in just a few years.

The main entrance was milling with members of Earth's Combined Forces. By now many of the fighters were veterans. Despite the fact that the majority of them were children, they had a battle-hardened look about them and carried themselves and their weapons with confidence. Julie was pleased and impressed by the respect afforded her boyfriend by the fighters who passed them as they moved through the large foyer.

He stopped at the security control center to double check Julie's clearance and the first person he spotted was Morton, chief among the three sergeants in charge of security. He looked more comfortable in his uniform than his suit, though Ben knew the man well enough to read his body language. The sergeant was not happy. Not by a long shot.

"How is he, Morton?" Ben asked without preamble.

"Mad as all get-out, sir," Morton replied in a mono-tone.

"Loud or quiet mad?"

"Quiet."

"Oh." Quiet mad was the worst kind of anger out of Dexter. It was so much easier and over with faster when he erupted and vented his fury. "I had a talk with my grandfather. I had no idea."

"He figured that out on the spot."

"Good. Another look like the one he gave me before and I don't know if I'd survive."

Morton looked at Ben curiously, wondering at the statement. "You're one of the last people that ever has to worry about that, sir. Take it from me. O'Hara is holding elevator three if you want to join her."

He gathered Julie and walked her across the entrance to the elevator, his mind awhirl as he pondered Morton's words. Julie let him stew, recognizing his mood and his need to get a handle on the situation and his feelings. Ben was used to acting on instinct in relationships and battles. His intuition served him well and usually he was right even if he had to give things a few tries. He certainly was stubborn enough not to quit.

Down halls, through doors, past two more checkpoints, through an atrium housing an oriental garden with a koi pond, another short elevator ride, and Ben paused before a plain white door in a hallway lined with plain white doors. As he rang a buzzer on the door, Ben gripped Julie's hand tightly, the only thing that betrayed his anxiety. She smiled softly, knowing how deeply he cared about setting things right again. It had been the right choice to come here even though it would more than likely consume their whole evening. There was no way Benjamin Tennyson could have rested easy otherwise.

The door opened to reveal a tall, handsome man with dark hair and mild gray eyes. He smiled in greeting as he gestured them inside the comfortable home.

"Ben. It's been too long."

He swallowed nervously. "Professor, I -"

The Professor shook his head, reaching out to rest his hand on the teen's shoulder. His voice was almost choked with emotion. "How can I ever thank you? I don't even have words for how grateful I am to you for everything you've done for me and my family."

In light of Max's conduct toward this man and Dexter's subsequent fury, Ben didn't know how to respond and so he reached up and covered Utonium's hand with his own. He wasn't entirely sure of what he'd been expecting, but such gratitude came as a welcome surprise. Then again, Ben had no idea of what he would have done if Utonium had been angry.

"Thank you for coming." Looking at Julie, so petite and pretty at Ben's side, Utonium said, "You must be Julie. My daughters and I have been looking forward to meeting you. I wish the circumstances were better. I'm so sorry the plans for tonight have fallen through. I hope you'll stay and have dinner with us here instead." He sighed, looking back at Ben. "Dexter's in no shape to go out now. It's . . . it's been a hard month. It would be too much on him to go out again now."

"I'm glad he's on his feet," Ben replied. A little desperately he added, "And I'm sorry he's upset. I . . ."

"He's not upset _with _you, Ben," Utonium said. "He's upset _for_ you."

That surprised the young man. He frowned the least bit, not entirely sure he'd ever had anyone so troubled on his account before.

Seeing Ben's puzzlement, Utonium said, "Let's sit down and talk a little, shall we? I think there's a lot we need to clear up."

Ben glanced down as Julie tensed, and he followed her line of vision to see the three Powerpuff Girls hovering in the open space over the living room. They must have heard their voices and came to investigate. It occurred to Ben that Julie had something in common with each of the Utonium girls – she was smart, girly, and an outstanding athlete. He figured they had to be burning with curiosity to meet her. Up to this point she had only ever been a name. By the looks on their faces they each wanted to see if she measured up to what they had imagined and if she met the standards they had set for their brother's best friend. Who needed sisters when he had Dexter's?

"Hey," he called to them, trying his best to sound casual. "This is my girlfriend, Julie Yamamoto. Julie, meet Blossom, Bubbles, and Buttercup Utonium. Three out of four of Dexter's sisters."

Julie smiled. "It's a pleasure. I've heard a lot about you."

Pink, blue, and green eyes glared at Ben until he blushed. Buttercup growled, "Well, he hasn't told us much about you."

"Yeah! No fair, Ben!" squeaked Bubbles.

"Well, now's your chance to get to know one another," said their father. "If you'll excuse us, Julie, Ben and I need to talk for a little while."

Blossom saw a chance to find out exactly what had happened at the high school from an eyewitness and quieted her sisters with a glance. "Julie," she said in her most pleasant, diplomatic tone, "we were going to go downstairs and make some tea-"

Began Buttercup, "No, we-"

Blossom smacked her sister on the arm without looking and shut up Buttercup's murmuring. Without skipping a beat, she continued, "-to go with the cookies Mr. Green made. Would you like to join us?"

Knowing she was about to get grilled but certain she could handle the younger girls (in conversation at least), Julie smiled and said, "All right. Take your time, Ben. You know where I'll be."

Slowly he released her hand and watched her walk away. When he looked up, Utonium was watching him watch Julie. The older man smiled and gestured for Ben to join him.

"She's a lovely girl," the older man observed, holding a door open.

"She's as nice and smart as she's pretty." He entered the suite's library, a small, dark-wooded room that smelled of leather and old paper. He glanced at the shelves and noted everyone in the family had a book case to themselves. It was easy to guess who owned what books at a glance, so varied were the tastes of this family - everything from text books to comic books.

Utonium gestured for him to take a seat in one of the leather chairs and immediately said, "First, let me assure you that your friend Reinrassig and his family are all well. His son Jernrassic escorted us back here to earth. I heard from my HighBreed assistant, Dangarin, and he reported that the serum we devised has shown excellent results so far." He shifted, leaning his elbows on his knees. "I should have gotten in touch with you much sooner, but I've been focused on Dexter's health and some follow-up research for the HighBreed doctors. I hadn't realized Max never told you where I was and why."

"How is Dexter? He was pretty fired up before."

"When he comes looking for a hug I know it's bad."

There was no arguing that. Dexter initiated physical contact only very, very rarely.

"Grandpa Max said he sent you some letters. He asked me to tell you again how sorry his is."

"Yes, I got two letters from Max. Both pretty much said the same thing and explained his standing in this matter. I understand his logic even though I can't agree with it. He was acting to save a race of needed allies . . . as if I wasn't trying to do exactly the same thing. He knew that I would want to leave as soon as I heard Dexter was injured, but somehow he seemed to think I'd abandon the HighBreed to their fate by leaving. I've no idea where he got that notion. When Dexter couldn't sleep, Mandy contacted Shaan and they found out what Max had done. I hope you'll forgive me, Ben, but I'm not in a very forgiving mood right now, especially in light of my son coming home so upset on what should have been an enjoyable day for him."

"I'm sorry," Ben heard himself say softly.

Utonium looked at him with understanding. "Don't be. Don't take that responsibility on your own shoulders. You're not to blame in this. My apologies for my choice of words, but you're as much a victim in this as any of us."

"But the Fusion wanted to know about the Omnitrix!" Ben exclaimed. "I helped to set Dexter up!"

A strong, warm hand closed over Ben's wrist, grounding him. "Have you read all the reports? Have you seen all the supplements Dexter has added as he remembers what happened?"

"No. Not in the field. Stuff like that can only be accessed here 'cause of security."

"You have the clearance, but I'm not sure if you'd want to read his reports or not. They're highly disturbing. That Fusion mimic wants more than the Omnitrix. You said it yourself – it wants to challenge Fuse. But there's more to it. Reading between the lines, that thing is twisted and perverse and it wants to possess and control Dexter. It was only a matter of time before it made a move like it did and we're fortunate worse didn't happen."

Worse. He was afraid to imagine what could have been worse. He looked at the Professor, feeling slightly sick at the thought of what more the Ur-Dexter wanted from his friend.

"He's alive, Ben, and he's getting better. His lab is repaired. His sister is safe. You weren't Infected. Computress has been restored. This facility is more secure than ever. We know what we're facing. Yes, we were lucky. It could have been a disaster."

It all sounded so rational when he put things into perspective this way. Utonium gently squeezed Ben's wrist before releasing him and sitting back in his chair.

"Professor? Can I ask you something?"

"Of course."

"When Dexter came home before, what was he mad at?"

"Himself. Max. The situation."

"Himself? Why is he mad at himself?"

It was Patrick Utonium, the wise and loving and slightly overbearing father, who answered.

"Because for a split second he doubted you. He never expected to see Max there today. He thought you knew what happened. He assumed Max would have told you about Reinrassig. He never expected that you would be kept ignorant of something so important to you. When you greeted your grandfather so enthusiastically, he thought for an instant that you knew and didn't care."

A long sigh escaped the teen. "Professor, I would never-"

"I know, Ben. So does Dexter. Your confusion convinced him otherwise."

Meaning Ben Tennyson was a rotten liar. "Yeah, he was giving Grandpa Max that laser-eyed look."

"Sometimes I think he can put the girls to shame."

"He said . . . he said Grandpa Max had no concept of how he felt."

"I'm sure he's right. Max probably thinks Dexter is mad at him because his actions kept me and Dexter apart. That's not the case. He understands Max's reasoning and can see the logic of his lying for the greater good with a lot less bias than I can. Dexter is mad at your grandfather because his interference hurt me and you. He's far more concerned about our feelings on the matter than his own."

"But he's the one that was tortured!"

"He's not the only one."

The softly spoken words gave Ben pause. He blinked, remembering the spike of fear he'd felt at that first alarm when the Fusion Dexter had burrowed through the bedrock beneath Dexter's laboratory. He would never really lose that sickening feeling of dread as he and Mandy and the Kids Next Door had assessed the wreckage, praying that Dexter was alive in the ruin of his lab. Even the fastest aeroship in the fleet seemed to move in slow motion as they had streaked across the country to Pennsylvania on a rescue mission. He'd never really thought about it, but Utonium was right. Those days had been pure torture. At least he'd been able to act, unlike the Professor.

"See what I mean?" Utonium asked gently after a few moments.

He nodded. "Yeah. Yeah, I do. You're right." He stood up, his limbs stiff from tension and sitting still too long. "Can I go talk to him?"

"He's in his room." Utonium rose as well and for a moment he studied the young man before him. Abruptly he crushed Ben Tennyson close in a tight hug. Ben hesitated, and then returned the embrace just as tightly, realizing that today he needed it as much as Utonium did. The Professor tried to smile without tearing up as he drew away, but he wasn't very successful.

"Thank you for my son, Ben."


	4. The Truth About Lies

******Part Four: The Truth About Lies**

He hesitated outside the bedroom door and then wondered why. It wasn't as if Dexter was going to bite him, though he had seen his friend snap often enough. Even if he did, Ben still had three years, seven inches, and at least thirty pounds on the redhead. Was he afraid? Perhaps a little, he reasoned. This was probably the most genuine friendship he'd ever had, and to have the admiration and respect of someone as brilliant as Dexter meant a lot to him. He didn't want to lose that connection or have their easy camaraderie change in any way. It had been a dramatic and emotionally traumatic day. His feelings had run the gambit from happy to confused to furious to anxious. Here at the end he just felt drained, as if everything had been poured out of him and all that was left behind were dregs and numbness.

Faint giggles reached his ears. Clearly the girls were enjoying themselves. Ben was fairly certain he'd been lovingly thrown under the bus by the Powerpuffs. Most likely Dexter had been tossed down there with him, too, but he was all right with that. He certainly wouldn't deny them their fun after their evening out with their brother had been spoiled, but he knew Dexter's sisters wouldn't be laughing when they found out exactly what had happened. He wondered if his grandfather had considered the full extent of the consequences that went hand in hand with focusing on the long run and not the people involved along the way. Professor Utonium was angry at Max, Dexter out-and-out loathed him, Ben's confidence in him was sorely shaken, and it was likely that the Powerpuff Girls would want Max's head on a platter. All that before bed time.

_Great. Just great planning there, Grandpa_, he thought, shaking his head. Considering that the short run was presently comprised of geniuses and ultra super powered siblings capable of giving anything Ben could turn into a run for his money, the long run didn't bode too well for Max Tennyson if the Utonium clan got it in their heads to start a vendetta.

Ben sighed, staring at the plain door. Now that he thought about it, he realized he'd never stepped a foot into Dexter's bedroom before. That was surprising given the amount of time he spent here and in the company of the Boy Genius. It certainly couldn't be messy – Dexter was OCD about certain things being in their proper place. More than once Ben had seen his friend rearrange his tools or reset the dinner table to get things just so. Professor Utonium never said anything; he just let the boy get his compulsion for order out of his system (though of course Ben had to mess with the little runt and move the salt every time he passed by the table, effectively driving Dexter nuts).

The Professor had told him to knock and just go in – Dexter couldn't always hear voices through the door and he couldn't answer loudly enough to be heard anyway. Mustering his courage, Ben rapped hard on the door and waited a few moments before he entered the twilit room.

It was positively boring. Ben had expected a lot more of Dexter's personality to be revealed in what was supposed to be a private setting, but he was in for a disappointment. Save for some pictures of the DexLabs NASCAR team and concept designs for aeroships on the walls, it was more like a fancy and comfortable hotel room with a dash of _Star Trek_ thrown in than a teenaged boy's bedroom. There weren't nearly as many books as he expected, and the few pieces of scientific equipment he could see looked like reproductions of period pieces. Ben wondered at the sheer bland, impersonality of it all. His own bedroom back in Bellwood – and even the quarters he used here in DexLabs - was set up for his own tastes so as to be a haven from the pressures of school and being a hero and now a war. The things he liked and valued the most were in there, and since he had been a little child his room had been the place where he felt safest. This . . . this was just a place to sleep.

Of course it was, he abruptly realized. Dexter's haven was his laboratory. At least it had been until his Fusion doppleganger had invaded and destroyed it. Ben knew the laboratory had been rebuilt but he couldn't help but worry that Dexter wouldn't be quite as content there now as in the past. This room was a perfect reflection of his friend the genius – small, organized, efficient, and the perfect camouflage for what lay so deep beneath the surface.

And speaking of his friend . . .

There was a smaller room attached to the bedroom that seemed little more than a work shop in miniature. Faint light spilled from the alcove, casting the bedroom into shadows. Ben approached cautiously, trying to figure out how not to alarm his friend since he figured Dexter hadn't heard him knock. The owner of DexCorp International was seated at a work bench that ran the length of the back wall, consulting a computer as he constructed a model that looked vaguely like the aeroships and gunships he was so fond of building. Ben glanced at the computer screen facing him and realized that this was a scale model for Dexter's masterpiece, the _Terror_. Very few people knew about his plan to build a battle cruiser to use in the war against Planet Fusion. When Ben had found out about it, he had not appreciated the level of trust Dexter had displayed by giving him details about the project. It wasn't until later that Dexter's tutor, Mr. Green, enlightened him as to the secrecy surrounding the plans.

He watched as Dexter, preparing to cut a piece of plastic for the mock-up's gun deck, measured it against the partially constructed ship. Ben had no notion of how big the _Terror_ was destined to be, but knowing Dexter it would be huge. The model was about three feet long and even at that size it looked formidable. Dexter paused to push his glasses back into place and run his hand through his hair. His posture was tense, as if he was forcing himself to focus, and Ben could tell by his body language that he was tired. That he was working came as no surprise since Dexter equated building things to recreation, but Ben knew his friend well enough to know that in this case at least Dexter was keeping himself occupied to avoid thinking about what had happened with Max.

Dexter looked back at the computer screen, giving Ben a view of his profile. There was still a shiny patch of skin where the Ur-Dexter's mind probe had burned into his temple as the Fusion hunted through Dexter's mind and memories for information on the Omnitrix. Would the scars ever really fade? Just as Dexter hadn't been alone in being tortured, he wasn't the only one to bear the wounds of that brutal encounter with the enemy, though certainly he had endured the worst of it. Ben sighed. It wasn't fair. It just wasn't fair. Of course life wasn't fair, but Dexter at least deserved a bit of a break. Today was supposed to have been just that for him, and here they were ending the day a pair of emotional wrecks. Hungry emotional wrecks no less. Ben's stomach growled and for once he was glad Dexter's hearing was reduced.

His own hearing wasn't, however, and he heard a faint sniff coming from the direction of the work bench. With a pang he gazed again at Dexter's profile and realized that if his friend hadn't been crying, he was certainly close to it now. Certainly he was justified in venting. Ben remembered that Dexter's upset was not for his own sake. He was upset for his father and friend. He blinked, wondering if anyone had ever cared so deeply about him and what he thought as to be so distraught over what he might be feeling. It was rather humbling.

Dexter growled in frustration when the plastic he was cutting shifted beneath the exacto knife and he went off the line he had so carefully marked. Holding the piece up to examine it, Dexter abruptly gave in to his annoyance and whipped the damaged piece away, throwing down the knife and slamming his fists onto the bench. He hung his head, trying to master himself, and Ben couldn't stand it any longer.

"Can I help?" he asked.

Sucking in his breath, Dexter faced him. Ben regretted alarming the younger teen. Dexter had a look in his eyes Ben had seen only once before, and then under desperate conditions as he was held prisoner by Fusion copies of his adopted father and sisters.

"Sorry," Ben quickly said. With more meaning he repeated "Sorry" again in an attempt to convey at least some of what he felt at the moment. "Okay if I come in?"

Immediately he wished he hadn't asked because Dexter looked faintly hurt. Self-consciously, the redhead nodded as he looked down. "Always."

"Can I help?" he asked again as he gestured at the model.

A long sigh left Dexter and he shook his head, sniffing and blinking. "I shouldn't be working on this right now. My concentration is . . . lacking. Computer off," he ordered, pushing his glasses up to rub his eyes as he turned away from the project. As the computer powered down, Ben leaned back against the bench and watched Dexter as the younger teen stowed the cutting tools safely away even as he tried to regain control of his emotions.

"I had a long talk with my grandfather."

Dexter made no reply but he paused a moment, waiting for Ben to continue.

"He was wrong to do what he did to you and the Professor."

There was a fierce gleam in those blue eyes as Dexter looked up. "And to you."

"Yeah. That was wrong, too. He's got some serious issues with putting trust in people."

"Trust _and_ faith!" snapped Dexter, his anger evident even though his voice hardly rose above a raspy squeak. "It's all right for us to lead and fight in a war but we can't be trusted to make decisions directly affecting our own lives and the people we love."

Ben blinked at that last word, realizing Dexter was absolutely right. He definitely had a knack for hitting on plain truths, and he was the sort of person who could get away with such a declaration and not have it misinterpreted. If Ben had said it he would have sounded girly, but Dexter managed to make it a simple statement of fact.

"I think . . . I think the fact that we _do_ love, that we set that above everything else, is what made him hold back the truth."

"Is it so frightening, then?" demanded that Russian accent. "Do strong bonds make us weak? As if we would betray everything we've sacrificed for already! What else are we fighting for if not each other, Ben? Our families, our friends - what else matters? And what happens when family and friends are gone? There will be nothing left to fight for." His wrath increased as he spoke, and despite his injured throat he managed to raise his voice. He slapped his hand down on the worktable. "By his machinations Max undermines our purpose and intent against Planet Fusion!"

Ben gazed at him. "I know," he answered softly.

Dexter froze in place, stricken and horrified with himself for yelling at his best friend. Ben was the last person who needed to be reminded of his grandfather's shortcomings. There was a long pause before he managed to choke out, "I'm sorry."

"_We_ don't have anything to be sorry for, Dex."

His voice was a whisper. "But we've been made to pay regardless."

Ben cast the redhead a small, wry smirk. "We knew what we were getting into when we signed up."

"We just didn't sign up for betrayal," was the bitter reply.

"Especially not for our own good."

The light flashed off of Dexter's glasses as he stared at the Wielder of the Omnitrix. Tightly he demanded, "How can you smile as you say that, Ben?"

"Because I know how you feel - I've been there. Because in the end we still won. I'm not saying it isn't upsetting. This isn't the first time Grandpa Max has done something like this to me. He gets tunnel vision. Nothing matters to him but the goal. But he's still my grandfather."

"I hate that you and my father were made to be ignorant," Dexter exclaimed. "I hate that you were hurt by his actions. How could he look my father in the eye and tell him we were fine? How could he not let you know your friend's whole race was threatened?"

"I don't know. I get what you're saying. What he did hurts. But it would hurt a heck of a lot more to lose your friendship over a misunderstanding." He swallowed, wishing he was better with words and could express the fullness of what he felt without sounding sappy or silly. At least he was calmer than Dexter right now and he used that to his advantage. He thought of Utonium and how he could still Hurricane Dexter with a single look or word, and he kept his tone low like the Professor so often did when dealing with this high-strung genius. "I'm not my grandfather. I'm not anything like him."

"I know." Dexter's fire faded, leaving him weary and overburdened. "I apologize for doubting you. Even for a moment. You did not – do not deserve that."

"Just like you don't deserve to be put in a position where you would think that." Ben smiled faintly. "I think we're arguing the same side of the issue. You're just better at it than I am. Can I?" he asked, gesturing at the work space.

His reward was a small, sad, tired laugh. Dexter waved him to sit and Ben hoisted himself up on the table, his long legs dangling down. Ben knew Dexter didn't want to argue any more than he did. They weren't really. Everyone dealt with stress differently and Dexter had been served more than his fair share this past month. He was simply reacting to the day's events. Given his friend's personality, it was best to let him explode and get it over with. The downside of venting, though, was that depression often followed in its wake. The pressures of business and school and the war and just being a teenage boy sometimes overtook Dexter and left him disheartened and miserable. Ben had seen it happen before. He didn't want to see it happen now.

"And you're better at dealing with this than I am," was the younger teen's under-his-breath comment.

"I've had more experience. I think you're doing a fine job, personally. You haven't zapped him with your laser gun or sicced your sisters on him."

"Tempting but ultimately pointless." All traces of tears were gone from his face as Dexter gazed at Ben. He had a faded, pinched look about him and the brunet could tell he was exhausted in every way. "My father has forbidden Max to come here again unless the situation demands it."

Ben nodded, not in the least surprised. "I know he sent your dad two letters."

"Yes. The Professor told me. He offered to let me read them but I have no desire to hear Max's justifications for such infamous conduct and overstepping his authority. Professor Utonium is not inclined to forgive easily where his children are involved."

"And the apple didn't fall far from the tree, I take it. Yeah, I'm not exactly thrilled with him right now and he knows it."

"This goes beyond the pale."

"Yeah. But Dex?"

"What?"

"Let it go."

Dexter's blue eyes narrowed at the suggestion. Ben ignored the reaction and went on talking, deliberately keeping his tone low and reasonable.

"Don't let this consume you. I know you. You'll brood over it and get cranky and you won't give yourself a moment's peace. You weren't wrong, you were wronged. Let Bloo and Max have all the guilt. They're the ones that deserve it. Not you."

He stared at his purple-gloved hands. "Professor Utonium said the same thing in so many words."

"You told me he's the smartest guy alive. Advice from him has got to count for something."

"It's so hard to do."

"Is it so easy to hold on to anger?"

He considered and then stated with authority, "Yes, it is."

Ben grinned at his matter-of-fact tone. "Is it worth it?"

"Provided I don't get an ulcer," he replied, folding his arms to pillow his chin.

"Fair enough. How's that working for you?"

With a grunt that sounded like, _"Nyff,"_ Dexter closed his eyes. He was still for so long that Ben though he might have fallen asleep. Cautiously the young man reached out and touched Dexter's arm.

"You okay?" he asked.

Without opening his eyes or lifting his head, Dexter shrugged. "No, but I will be." Slowly he opened his eyes and peered up at his best friend through his tinted glasses. "You're right."

"What about this time?" he asked, knowing he was about to get teased and glad of it.

"I get cranky."

Ben tried his best not to laugh. He failed. With a happy chuckle he gave Dexter a nudge, rocking the younger teen. Dexter rolled with it and sat up straight again.

"You are right, though," he repeated. "They don't deserve the effort I would put into being angry."

"Being angry is Mandy's job, kiddo."

Dexter finally smiled. "She's quite good at it." He grew serious again and even a little anxious. "I don't know if I'll ever be able to forgive your grandfather for doing this to you and Dad."

"That's fine," Ben replied, giving his friend the answer that was honest and that he needed to hear. "I'm a long way off from that myself."

There was relief in Dexter's eyes even though his remorse was genuine as he said, "I'm sorry I managed to spoil your day."

He shook his head, dismissing the apology. "I'm not. This was bound to happen. Better sooner than later. Besides, the day wasn't spoiled, just dinner out." He slid off his perch on the bench as Dexter rose from his seat. Ben watched as Dexter dusted his sleeve free of plastic flakes with his usual careful fussiness. It was amusing to see his friend do something so normal for him. "You look a lot better than the last time I saw you."

A snort escaped the short teen. "Compared to a month ago, I'm the picture of health. Did Julie accompany you?"

"Yeah. She's with your sisters."

Dexter arched an eyebrow at his friend as if to question the sanity of so reckless an act. "You realize of course, Benjamin, that _we_ are going to be their sole topic of conversation."

He shrugged, having already surrendered to the inevitable. "Yeah, I know. I figured we could present a united front when we went down for dinner. You know - solidarity and strength in numbers and all that stuff."

"Turn into Echo Echo if you want numbers."

"Or we could hide in here and ask your dad to send dinner up."

"Good idea," Dexter said brightly. "Let's do that."

Ben clapped a hand to Dexter's shoulder to keep him from escaping. "Not on your life, Dex. Get moving."

The physical contact and his choice of words gave the redhead pause and for a moment Ben found himself the focus of all the intensity that was Dexter, Boy Genius. He wondered if he was going to be subject to another explosion, but Dexter made no attempt to dislodge his hand. Instead he gave him a small, grateful smile and he bowed slightly in acceptance of Ben's determination to keep him from locking himself away again. It was an eloquent gesture, one that wordlessly conveyed his thanks to Ben for his friendship and understanding and stubbornness.

He found himself smiling in return, glad beyond telling that their friendship was intact despite the throes of the day. Maintaining his hold, he pressed Dexter's shoulder gently.

"You're welcome."

_-Fin-_


End file.
